UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT ____________

No. 23-2961 ____________

MICHELE A. CORNELIUS, Appellant

v.

CVS PHARMACY INC.; NEW JERSEY CVS PHARMACY, L.L.C.; SHARDUL PATEL ____________

On Appeal from the United States District Court for the District of New Jersey (District Court No. 2:23-cv-01858) District Judge: Honorable Susan D. Wigenton ____________

Argued October 30, 2024 ____________ Before: CHAGARES, Chief Judge, PORTER and CHUNG, Circuit Judges

(Filed: April 2, 2025) Alex G. Leone [ARGUED] P.O. Box 1274 Maplewood, NJ 07040

Counsel for Appellant James Driscoll-MacEachron [ARGUED] Equal Employment Opportunity Commission Office of General Counsel 131 M Street NE Washington, DC 20507

Counsel for Amicus Equal Employment Opportunity Commission Rohan Shetty Public Justice 1620 L Street NW Suite 630 Washington, DC 20036

Counsel for Amicus Public Justice Kristine G. Derewicz [ARGUED] Littler Mendelson 1601 Cherry Street Three Parkway, Suite 1400 Philadelphia, PA 19102 Marcy A. Gilroy Littler Mendelson 1085 Raymond Boulevard One Newark Center, 8th Floor

2 Newark, NJ 07102 Heather A. Pierce Littler Mendelson One Financial Plaza Suite 2205 Providence, RI 02903 Tara Porterfield Littler Mendelson 100 Congress Avenue Suite 1400 Austin, TX 78701

Counsel for Appellees

Michael E. Kenneally [ARGUED] Morgan Lewis & Bockius 1111 Pennsylvania Avenue NW Suite 800 North Washington, DC 20004

Counsel for Amici Retail Litigation Center, Inc. and Chamber of Commerce of the United States of America

____________

OPINION OF THE COURT ____________ CHUNG, Circuit Judge.

3 Michele Cornelius sued CVS, her former employer, and Shardul Patel, her former supervisor, for creating a hostile work environment. CVS moved to compel Cornelius to arbitrate and to dismiss or stay her Complaint. The District Court granted the motion to compel arbitration and dismissed the complaint because it concluded that Cornelius’s claims were not shielded from arbitration under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (“EFAA”) as her hostile work environment claim was not a “sexual harassment dispute.” The District Court also ruled that Cornelius and CVS entered into a valid arbitration agreement and that the agreement was not unconscionable.

We agree with the District Court that the EFAA does not cover Cornelius’s claims, but we reach that conclusion on different grounds. We further conclude that the District Court abused its discretion by failing to consider whether discovery was necessary before deciding that Cornelius and CVS reached a valid agreement to arbitrate.

We will therefore affirm in part, vacate judgment, and remand to the District Court. I. BACKGROUND 1

1 We derive the following facts from Cornelius’s Complaint unless otherwise noted. CVS’s motion to dismiss was predicated on the arbitration agreement and did not challenge the sufficiency of Cornelius’s Complaint. At this stage, we take the factual allegations set forth in her Complaint as true. See Coon v. Cnty. of Lebanon, 111 F.4th 273, 275 (3d

4 A. Factual History

Michele Cornelius began working for CVS as a cashier in 1982. Over the next forty years, Cornelius “built an excellent reputation for operational discipline” and was eventually promoted Store Manager of CVS Pharmacy store 2724 in June 2017 (“the Store”). App. at 6.

Beginning in 2018, Cornelius’s supervisor, Shardul Patel, “began to tar